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<SEC-DOCUMENT>0001144204-05-002942.txt : 20050201
<SEC-HEADER>0001144204-05-002942.hdr.sgml : 20050201
<ACCEPTANCE-DATETIME>20050201155937
ACCESSION NUMBER:		0001144204-05-002942
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050131
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050201
DATE AS OF CHANGE:		20050201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DYADIC INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001213809
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				450486747
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-102629
		FILM NUMBER:		05565875

	BUSINESS ADDRESS:	
		STREET 1:		140 INTERNATIONAL POINTE DRIVE
		STREET 2:		SUITE 404
		CITY:			JUPITER
		STATE:			FL
		ZIP:			33477
		BUSINESS PHONE:		561-743-8333

	MAIL ADDRESS:	
		STREET 1:		140 INTERNATIONAL POINTE DRIVE
		STREET 2:		SUITE 404
		CITY:			JUPITER
		STATE:			FL
		ZIP:			33477

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CCP WORLDWIDE INC
		DATE OF NAME CHANGE:	20030110
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v0112017form8k.txt
<TEXT>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to SECTION 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    January 31, 2005
                                                 -----------------------------

                           Dyadic International, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                333-102629                45-0486747
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission              (IRS Employer
      of incorporation)          File Number)           Identification No.)


140 Intracoastal Pointe Drive, Suite 404
            Jupiter, Florida                                   33477
- -------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:   (561) 743-8333
                                                   ----------------------------

- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01  Entry Into a Material Definitive Agreement
- -----------------------------------------------------

         On January 31, 2005, Dyadic International, Inc., a Delaware corporation
(the "Company"), hired Mr. Wayne Moor to become the Company's Chief Financial
Officer and a Vice President pursuant to the terms of an employment agreement of
that date. The initial term of Mr. Moor's employment is 2 years and 11 months
(ending December 31, 2007), with automatic one-year renewals unless either party
furnishes the other a notice of non-renewal not less than 90 days prior to the
expiration of the then term. Mr. Moor's annual base compensation is $225,000,
and he is eligible to earn a bonus each year of up to 40% of his annual base
compensation based upon a bonus plan adopted and maintained by the Compensation
Committee of the Board of Directors of the Company (the "Compensation
Committee") for such year.

         The employment agreement is terminable on account of Mr. Moor's death
or disability, or by the Company without cause or "for Cause." The phrase "for
Cause" is defined to include a material breach of the employment agreement, acts
of disloyalty to the Company (including but not limited to acts of dishonesty or
diversion of corporate opportunities), the unauthorized disclosure of the
Company's confidential information, or acts determined in good faith by the
Compensation Committee to be detrimental to the Company's interests, provided
that Mr. Moor must be afforded an opportunity to have a face-to-face meeting
with the Compensation Committee before any determination is made by it that Mr.
Moor was guilty of "for Cause" conduct. If Mr. Moor's employment is terminated
by the Company other than "for Cause," upon the condition that he furnish the
Company with a full general release, he is entitled to receive a severance
benefit of monthly installments in the amount of 1/12th of his then annual base
compensation for the lesser of six months or until he has obtained other full or
part-time employment as an employee or consultant Under the employment
agreement, the Company is also obligated to indemnify Mr. Moor to the fullest
extent permitted by applicable law. Further, the Company agrees to advance
expenses he may spend as a result of any proceeding against him as to which he
could be indemnified.

         In connection with his employment on January 31, 2005, Mr. Moor was
granted a stock option (the "Option") to purchase 277,889 shares of common stock
of the Company ("Option Shares") in accordance with the Dyadic International,
Inc. 2001 Equity Compensation Equity Compensation Plan (the "Equity Compensation
Plan") at an exercise price of $3.68 per Option Share pursuant to the Company's
then standard form Equity Compensation Plan employee option agreement. The
Option becomes exercisable, conditioned upon Mr. Moor's continued service as an
employee of the Company, as to 25% of the Option Shares on each of the next four
anniversaries of the date of the commencement of his employment, and expires on
January 31, 2010.

         To the extent any of the disclosures set forth in Item 5.02 below are
required to be disclosed in this Item 1.01, such information is incorporated in
this Item 1.01 by reference.

                                       2
<PAGE>

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
- ---------------------------------------------  ---------  ----------------------
Appointment of Principal Officers
- ---------------------------------

         On January 31, 2005, the Company hired Mr. Wayne Moor to become the
Company's Chief Financial Officer and a Vice President pursuant to the terms of
an employment agreement of that date. In that capacity, he will have
responsibility for the Company's financial reporting and accounting functions,
as well as such other duties as may be delegated to him from time to time by the
Chief Executive Officer, by the Board of Directors or by the Audit Committee of
the Board of Directors (the "Audit Committee"). In connection with the
performance of his duties Mr. Moor will report to the Company's Chief Executive
Officer or such other person or persons as the Chief Executive Officer, the
Board of Directors or the Audit Committee may designate from time to time.

         During the past five years Mr. Moor has served as a chief financial
officer of several public companies, and has over 25 years experience in real
estate and hotel operations, asset management, debt restructurings,
recapitalizations and developing strategic turnaround plans. From October 2002
through December 2004, Mr. Moor served as the Senior Vice President, Treasurer
and Chief Financial Officer of Boca Resorts, Inc, a hospitality company. From
October 2001 to October 2002, Mr. Moor was Senior Vice President and Chief
Financial Officer for ANC, the parent company of Alamo and National rental car
companies. In November 2001, following the terrorist attacks of September 11,
2001, ANC and its U.S. operating subsidiaries voluntarily filed petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in Wilmington,
Delaware. From September 2000 to October 2001, Mr. Moor was Senior Vice
President and Chief Financial Officer for Gerald Stevens, Inc., a floral
products marketer and retailer. In April 2001, Gerald Stevens, Inc. and certain
operating subsidiaries voluntarily filed petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in Miami, Florida. From June 1997 to
January 2000, Mr. Moor was Executive Vice President and Chief Financial Officer
for US Diagnostic, Inc., an operator of outpatient medical diagnostic imaging
and related facilities. Prior to that, Mr. Moor held the position of Chief
Financial Officer or Executive Vice President for a number of privately and
publicly held financial institutions and real estate operating companies. He
began his career in public accounting.

         To the extent any of the disclosures set forth in Item 1.01 above are
required to be disclosed in this Item 5.02, such information is incorporated in
this Item 5.02 by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits
- ---------  ---------------------------------

         (c)      Exhibits.

         The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-B:

         Exhibit Number    Description of Exhibit
         ----------------  ----------------------

         99.1              Employment  Agreement  dated January 31, 2005 between
                           Dyadic International, Inc. and Wayne Moor

         99.2              Stock Option Agreement dated January 31, 2005 between
                           Dyadic International, Inc. and Wayne Moor

                                       3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  DYADIC INTERNATIONAL, INC.



Date:  February 1, 2005           By:    /s/ Mark A. Emalfarb
                                         -----------------------------
                                  Name:  Mark A. Emalfarb
                                  Title: President and Chief Executive Officer


                                       4
<PAGE>

                                Index to Exhibits
                                -----------------

         Exhibit
         Number            Description of Exhibit
         ----------------  ----------------------

         99.1              Employment  Agreement  dated January 31, 2005 between
                           Dyadic International, Inc. and Wayne Moor

         99.2              Stock Option Agreement dated January 31, 2005 between
                           Dyadic International, Inc. and Wayne Moor

                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex-99_1.txt
<TEXT>

                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EXECUTIVE EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered
into as of the 31st day of January,  2005, by and between DYADIC  INTERNATIONAL,
INC., a Delaware corporation (the "Company"),  and WAYNE MOOR (the "Executive").
The Company and the Executive are sometimes hereinafter collectively referred to
as the "parties" and individually as a "party," provided that as applicable, any
reference to the Company shall mean the Company,  its Subsidiaries  and\or their
Affiliates, as the case may be. Certain capitalized terms used in this Agreement
are defined in Article VII hereof.

                                    RECITALS

         A. The Company wishes to employ the Executive, and the Executive wishes
to be employed by the Company,  as the Company's Chief  Financial  Officer and a
Vice President of the Company. As a condition of, and as consideration for, that
employment, the Company requires that this Agreement be entered into pursuant to
which the Executive is hereby knowingly and intentionally furnishing the Company
with, among other things, the suite of proprietary covenants of the Executive in
favor of the  Company  set  forth in  Article  IV  hereof,  including  by way of
illustration,  and not in limitation,  the  Executive's  covenant not to compete
with the businesses of the Company, its Subsidiaries and their Affiliates.

         B. The Company  maintains the "Dyadic  International,  Inc. 2001 Equity
Compensation Plan" (as the same may be amended,  restated or otherwise modified,
the "Equity  Compensation  Plan") pursuant to which the Company is authorized to
grant stock options to purchase shares of Common Stock of the Company ("Shares")
to employees,  officers, directors,  consultants and advisors of the Company and
its Subsidiaries.

         C.  Apart  from  the  Company's  employment  as  consideration  to  the
Executive  for his  execution of this  Agreement,  as  additional  consideration
therefor,  and to incentivize  and reward his effort,  loyalty and commitment to
the Company,  concurrent  therewith  the Company has granted to the  Executive a
certain stock option (the "Option") to purchase Shares under and pursuant to the
terms of the Equity  Compensation  Plan and a Stock Option Agreement in the form
of  Exhibit A attached  hereto and by this  reference  made a part  hereof  (the
"Stock Option Agreement").

         D.  The  Executive  expressly  acknowledges  that  as a  member  of the
Company's   management,   he  is  one  of  the  persons   charged  with  primary
responsibility  for the implementation of the Company's business plans, and that
he  will  have  regular  access  to  various   confidential  and/or  proprietary
information  relating to the Company,  its  Subsidiaries,  their  Affiliates and
their businesses.  Further, the Executive expressly  acknowledges that the suite
of  proprietary  covenants of the Executive in favor of the Company set forth in
Article IV hereof which the Executive is knowingly and intentionally  furnishing
to the Company,  including by way of  illustration,  and not in limitation,  the
Executive's  covenant  not to  engage  in  competition  with  the  Company,  its
Subsidiaries,  their Affiliates and their businesses, are (i) being made both in
consideration of the Company's  employment of the Executive and in consideration
of the  Company's  grant of the Option to the  Executive  and (ii)  necessary to
protect the legitimate  business interests of the Company,  its Subsidiaries and
Affiliates and their respective businesses.


<PAGE>

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration of the foregoing  recitals,  and the
mutual  agreements  herein contained and other good and valuable  consideration,
the receipt  and  sufficiency  of which are hereby  mutually  acknowledged,  the
parties hereby agree as follows:

                                    ARTICLE I
                             EMPLOYMENT RELATIONSHIP

         1.1 Recitals.  The Recitals to this  Agreement are hereby  incorporated
herein and made a part hereof.

         1.2 Employment.  Subject to the terms and conditions of this Agreement,
the Company  hereby agrees to employ the Executive to serve as a vice  president
and as the chief  financial  officer  of the  Company,  with the  titles of Vice
President and Chief  Financial  Officer,  and the Executive  hereby accepts such
employment, and agrees to perform his duties and responsibilities to the best of
his abilities in a diligent, trustworthy, businesslike and efficient manner, and
in compliance with the Dyadic  International,  Inc. Code of Business Conduct and
Ethics, a copy of which appears on the Company's website.

         1.3 Duties;  Reporting  Authority.  Subject to the  provisions  of this
Section  1.3,  the  Executive  shall  have  full  authority  over the  Company's
financial, financial reporting and accounting functions and such other duties as
may be delegated to him from time to time by the Chief Executive Officer, by the
Board or by the  Audit  Committee  of the  Board  (the  "Audit  Committee").  In
connection with the Executive's performance of his duties he shall report to the
Chief Executive  Officer or such other Person or Persons as he, the Board or the
Audit Committee may designate from time to time.

         1.4  Exclusive  Employment.   While  he  is  employed  by  the  Company
hereunder, the Executive covenants to the Company that he will devote his entire
business time, energy,  attention and skill to the Company, its Subsidiaries and
their Affiliates  (except for permitted  vacation periods and reasonable periods
of illness or other incapacity),  and use his good faith best efforts to promote
the  interests  of the  Company,  its  Subsidiaries  and their  Affiliates.  The
foregoing shall not be construed as prohibiting the Executive from spending such
time as may be  reasonably  necessary  to attend  to his  personal  affairs  and
investments  so long as such  activities  do not conflict or interfere  with the
Executive's  obligations and\or timely performance of his duties to the Company,
its Subsidiaries and their Affiliates hereunder.

         1.5 Executive  Representations.  The Executive  hereby  represents  and
warrants to the Company that:

                  (a) the execution,  delivery and  performance by the Executive
         of this Agreement and any other agreements contemplated hereby to which
         the  Executive is a party do not and shall not conflict  with,  breach,
         violate or cause a default under any contract,  agreement,  instrument,
         order, judgment or decree to which the Executive is a party or by which
         he is bound;

                                       2
<PAGE>

                  (b) the Executive is not a party to or bound by any employment
         agreement,  non-competition agreement or confidentiality agreement with
         any other Person (or if a party to such an agreement, the Executive has
         disclosed  the material  terms  thereof to the  Compensation  Committee
         prior to the execution  hereof and promptly after the date hereof shall
         deliver a copy of such agreement to the Compensation Committee); and

                  (c) upon the execution  and delivery of this  Agreement by the
         Company,  this Agreement  shall be the valid and binding  obligation of
         the Executive, enforceable in accordance with its terms.

The Executive  hereby  acknowledges  and  represents  that he has consulted with
independent  legal  counsel  regarding  his  rights and  obligations  under this
Agreement  and that he fully  understands  the  terms and  conditions  contained
herein.

         1.6 Company Representations. The Company hereby represents and warrants
to the Executive that:

                  (a) the execution,  delivery and performance by the Company of
         this Agreement and any other  agreements  contemplated  hereby to which
         the  Company  is a party do not and shall not  conflict  with,  breach,
         violate or cause a default under any contract,  agreement,  instrument,
         order,  judgment  or decree to which the Company is a party or by which
         he is bound; and

                  (b) upon the execution  and delivery of this  Agreement by the
         Executive,  this Agreement shall be the valid and binding obligation of
         the Company, enforceable in accordance with its terms.

         1.7 Indemnification.

                  (a) By the Executive.  The Executive  shall indemnify and hold
         the Company  and its  Subsidiaries  and  Affiliates  harmless  from and
         against  any  and  all  claims,  demands,  losses,  judgments,   costs,
         expenses,  or  liabilities  incurred by the  Company  and/or any of its
         Subsidiaries  or Affiliates  arising out of or in  connection  with the
         breach of any representation or warranty of the Executive  contained in
         this Agreement.

                  (b) By the Company.  The Company shall  indemnify and hold the
         Executive  harmless  from  and  against  any and all  claims,  demands,
         losses,  judgments,  costs,  expenses,  or liabilities  incurred by the
         Executive  arising  out of or in  connection  with  the  breach  of any
         representation  or warranty of the Company contained in this Agreement.
         Further,  the Company  shall  defend,  indemnify  and hold harmless the
         Executive (including without limitation,  the prompt advance payment of
         all reasonable legal fees and expenses) to the fullest extent permitted
         by applicable law and the by-laws of the Company.

                                       3
<PAGE>

                                   ARTICLE II
                              PERIOD OF EMPLOYMENT

         2.1 Employment  Period.  The  Executive's  employment  hereunder  shall
commence on the date hereof and shall continue hereunder until the date fixed by
the  provisions  of  Section  2.2  hereof,  subject  to  the  early  termination
provisions of Article V hereof (the "Employment  Period"), it being acknowledged
that the  Company's  fiscal  year ends on December  31, and that the  Employment
Period shall therefore be denominated in calendar years.

         2.2  Initial  Term  of  Employment  Period  and  Extension  Terms.  The
Employment  Period shall  initially  continue for a term  commencing on the date
hereof and ending on December  31, 2007 (the  "Initial  Term").  The  Employment
Period shall be  automatically  extended for  successive  calendar  years of the
Company  following the expiration of the Initial Term (each such one year period
being  hereinafter  referred to as an "Extension  Term") upon the same terms and
conditions provided for herein unless either party provides the other party with
advance  written  notice of its or his  intention  not to extend the  Employment
Period;   provided,   however,  that  such  notice  must  be  delivered  by  the
non-extending  party to the other party not later than ninety (90) days prior to
the expiration of the Initial Term or any Extension Term, as the case may be.

                                   ARTICLE III
                                  COMPENSATION

         3.1 Annual Base Compensation.  During the Employment Period the Company
shall  pay  to  the   Executive   an  annual  base  salary  (the   "Annual  Base
Compensation") in the amount of $225,000.00.  The Annual Base Compensation shall
be paid in regular installments in accordance with the Company's general payroll
practices,  and  shall be  subject  to all  required  federal,  state  and local
withholding taxes. The Executive's Annual Base Compensation shall be reviewed by
the Chief  Executive  Officer and the  Compensation  Committee of the Board (the
"Compensation  Committee")  annually,  and may, in the  discretion  of the Chief
Executive  Officer and the  Compensation  Committee be increased,  provided that
there  shall  be no  obligation  on the  part of the  Company  to  increase  the
Executive's Annual Base Compensation.

         3.2 Potential  Annual Target Bonuses.  In respect of each calendar year
falling within the Employment Period, the Executive shall be eligible to earn an
annual  bonus,  depending  upon the results of  operation  of the  Company,  its
Subsidiaries and their Affiliates and the personal performance of the Executive,
of up to forty percent (40%) of the  Executive's  Annual Base  Compensation  for
that calendar year (the "Potential  Annual Target Bonus") in accordance with the
terms of a bonus plan which  shall be adopted  and  maintained  in effect by the
Compensation  Committee  for that  calendar  year.  The amount of the  Potential
Annual Target Bonus,  if any, which is earned by the Executive  (the  "Bonusable
Amount")  shall be paid by the Company to the  Executive  following the close of
the Company's calendar year consistent with the timing of similar bonus payments
being made to other  executives  of the  Company for such year,  provided  that,
unless expressly provided otherwise herein, it shall be a condition precedent to
the  Executive's  right to receive any  Bonusable  Amount that the  Executive be
employed by the Company on the last day of that calendar year, regardless of any
subsequent  termination  of  employment.  In  the  absolute  discretion  of  the
Compensation  Committee,  the Executive may be entitled to receive an additional
bonus, as and if the Compensation Committee shall determine from time to time.

                                       4
<PAGE>

         3.3 Expenses.  During the  Employment  Period,  the Executive  shall be
entitled  to  reimbursement  of all  travel,  entertainment  and other  business
expenses  reasonably  incurred in the performance of his duties for the Company,
upon submission of all receipts and accounts with respect thereto,  and approval
by the Company thereof,  in accordance with the business  expense  reimbursement
policies adopted by the Company from time to time.

         3.4  Vacation.  In respect of each  calendar  year  falling  within the
Employment Period, the Executive shall be entitled to four (4) weeks of vacation
time,  provided  that  unused  vacation  may be  used  by the  Executive  in the
following  calendar  year  only  in  accordance  with  and as  permitted  by the
Company's then current vacation policies in effect from time to time.

         3.5 Other Fringe Benefits.  During the Employment Period, the Executive
shall be entitled to receive such of the Company's  other fringe benefits as are
being  provided  to  other  employees  of the  Company  holding  vice  president
positions with the Company comparable to the Executive's position, including but
not limited to health  insurance  benefits,  disability  benefits and retirement
benefits.

         3.6  Grant  of  Stock  Option.  As  additional  consideration  for  the
Executive's execution and delivery of this Agreement, conferral upon the Company
of the covenants set forth in Article IV hereof, and the Executive's performance
of his duties  hereunder,  concurrently  with the execution and delivery of this
Agreement,  the  parties  are  executing  and  delivering  the Option  Agreement
pursuant to which the Company has granted to the Executive an Option to purchase
Two Hundred  Seventy Seven Thousand  Eight Hundred Eighty Nine (277,889)  Shares
for a per Share  purchase  price of equal to the mean of the final  "asked"  and
"bid" prices of the Shares on the date hereof, in accordance with the provisions
of the Equity Compensation Plan.

                                   ARTICLE IV
                            COVENANTS OF THE EMPLOYEE

         4.1 Proprietary  Rights. The Executive hereby expressly agrees that all
research, Biological Materials, discoveries, inventions and innovations (whether
or not reduced to practice or documented), improvements,  developments, methods,
designs,  analyses,  drawings,  reports and all  similar or related  information
(whether  patentable  or  unpatentable,  and whether or not reduced to writing),
trade  secrets  (being  information  about  the  business  of the  Company,  its
Subsidiaries and their Affiliates which is considered by the Company or any such
Subsidiary or Affiliate to be confidential  and is proprietary to the Company or
any such Subsidiary or Affiliate) and  confidential  information,  copyrightable
works, and similar and related  information (in whatever form or medium),  which
(x) either (i) relate to the Company's,  its  Subsidiaries' or their Affiliates'
actual or anticipated  business,  research and development or existing or future
products or services or (ii) result from any work performed by the Executive for
the Company,  its Subsidiaries or any of their Affiliates and (y) are conceived,
developed,  made or contributed  to in whole or in part by the Executive  during
the  Employment  Period  ("Work  Product")  shall  be and  remain  the  sole and
exclusive  property of the  Company,  such  Subsidiary  or such  Affiliate.  The
Executive shall communicate promptly and fully all Work Product to the Company.

                                       5
<PAGE>

                  (a) Work  Made for  Hire.  The  Executive  acknowledges  that,
         unless  otherwise  agreed in writing by the  Company,  all Work Product
         eligible for any form of copyright protection made or contributed to in
         whole or in part by the Executive  within the scope of the  Executive's
         employment by the Company during the Employment  Period shall be deemed
         a "work made for hire" under the  copyright  laws and shall be owned by
         the Company, its Subsidiaries or their Affiliates, as applicable.

                  (b) Assignment of  Proprietary  Rights.  The Executive  hereby
         assigns,  transfers  and  conveys  to the  Company,  and shall  assign,
         transfer  and convey to the Company,  all right,  title and interest in
         and  to  all  inventions,  ideas,  improvements,   designs,  processes,
         trademarks,  service marks,  trade names,  trade secrets,  trade dress,
         data,  discoveries and other proprietary  assets and proprietary rights
         in and of the Work Product (the "Proprietary Rights") for the Company's
         exclusive  ownership  and  use,  together  with all  rights  to sue and
         recover for past and future infringement or  misappropriation  thereof,
         provided  that if a Subsidiary or Affiliate of the Company is the owner
         thereof, such assignment, transfer and conveyance shall be made to such
         Subsidiary or Affiliate, which shall enjoy exclusive ownership and use,
         together  with all  rights  to sue and  recover  for  past  and  future
         infringement or misappropriation thereof.

                  (c) Further  Instruments.  At the request of the Company  (its
         Subsidiaries  or their  Affiliates,  as the case may be),  at all times
         during  the  Employment  Period  and  thereafter,  the  Executive  will
         promptly  and fully  assist  the  Company  (its  Subsidiaries  or their
         Affiliates,  as the  case  may  be) in  effecting  the  purpose  of the
         foregoing assignment,  including but not limited to the further acts of
         executing  any and all  documents  necessary  to secure for the Company
         (its  Subsidiaries  or  their  Affiliates,  as the  case  may be)  such
         Proprietary  Rights  and  other  rights  to all  Work  Product  and all
         confidential  information  related thereto,  providing  cooperation and
         giving testimony.

                  (d)  Inapplicability of Section 4.1 In Certain  Circumstances.
         The Company  expressly  acknowledges and agrees that, and the Executive
         is  hereby  advised  that,  this  Section  4.1  does  not  apply to any
         invention for which no equipment,  supplies, facilities or trade secret
         information of the Company, its Subsidiaries or any of their Affiliates
         was used and which was developed  entirely on the Executive's own time,
         unless (i) the  invention  relates to the business of the Company,  its
         Subsidiaries  or any of  their  Affiliates  or to  the  Company's,  its
         Subsidiaries'  or any  of  their  Affiliates'  actual  or  demonstrably
         anticipated  research or development or (ii) the invention results from
         any work performed by the Executive for the Company,  its  Subsidiaries
         or any of their Affiliates.

         4.2  Ownership  and Covenant to Return  Documents,  etc. The  Executive
agrees  that all Work  Product and all  documents  or other  tangible  materials
(whether originals,  copies or abstracts),  including without limitation,  price
lists, quotation guides, outstanding quotations, books, records, manuals, files,
sales literature, training materials, customer records, correspondence, computer
disks or print-out documents,  contracts,  orders,  messages,  phone and address
lists, invoices and receipts, and all objects associated therewith, which in any
way relate to the business or affairs of the Company, its Subsidiaries and their
Affiliates either furnished to the Executive by the Company, its Subsidiaries or
any of their Affiliates or are prepared,  compiled or otherwise  acquired by the
Executive during the Employment Period, shall be the sole and exclusive property

                                       6
<PAGE>

of the Company,  such Subsidiaries or such Affiliates.  The Executive shall not,
except for the use of the Company,  its Subsidiaries or any of their Affiliates,
use,  copy or duplicate  any of the  aforementioned  documents  or objects,  nor
remove  them from the  facilities  of the Company or such  Subsidiaries  or such
Affiliates,  nor use any  information  concerning them except for the benefit of
the Company, its Subsidiaries and their Affiliates, either during the Employment
Period or  thereafter.  The  Executive  agrees  that he will  deliver all of the
aforementioned  documents  and  objects  that  may be in his  possession  to the
Company on the termination of his employment  with the Company,  or at any other
time upon the  Company's  request,  together with his written  certification  of
compliance  with the  provisions of this Section 4.2 in the form of Exhibit B to
this Agreement in accordance with the provisions of Section 5.3 hereof.

         4.3  Non-Disclosure  Covenant.  For a period  commencing on the date of
this  Agreement and ending on the last to occur of five (5) years  following the
date of execution of this Agreement or three (3) years following the date of the
termination  of  the  Employment  Period  (the  "Non-Disclosure   Period"),  the
Executive   shall  not,   either   directly  or  indirectly,   disclose  to  any
"unauthorized  person"  or use for the  benefit of the  Executive  or any Person
other than the Company, its Subsidiaries or their Affiliates any Work Product or
any knowledge or  information  which the Executive may acquire while employed by
the Company (whether before or after the date of this Agreement) relating to (i)
the  financial,  marketing,  sales and  business  plans and  affairs,  financial
statements,  analyses,  forecasts and  projections,  books,  accounts,  records,
operating costs and expenses and other financial information of the Company, its
Subsidiaries and their Affiliates,  (ii) internal  management tools and systems,
costing policies and methods,  pricing policies and methods and other methods of
doing business,  of the Company,  its Subsidiaries and their  Affiliates,  (iii)
customers,  sales, customer  requirements and usages,  distributor lists, of the
Company, its Subsidiaries and their Affiliates,  (iv) agreements with customers,
vendors,  independent  contractors,  employees and others,  of the Company,  its
Subsidiaries and their Affiliates,  (v) existing and future products or services
and product  development plans,  designs,  analyses and reports, of the Company,
its Subsidiaries  and their  Affiliates,  (vi) computer  software and data bases
developed for the Company, its Subsidiaries or their Affiliates,  trade secrets,
research,  records of research,  models, designs,  drawings,  technical data and
reports  of the  Company,  its  Subsidiaries  and  their  Affiliates  and  (vii)
correspondence  or other private or  confidential  matters,  information or data
whether written,  oral or electronic,  which is proprietary to the Company,  its
Subsidiaries  and  their  Affiliates  and  not  generally  known  to the  public
(individually  and  collectively   "Confidential   Information"),   without  the
Company's prior written  permission.  For purposes of this Section 4.3, the term
"unauthorized  person"  shall  mean  any  Person  who is not (i) an  officer  or
director of the Company or an employee of the Company for whom the disclosure of
the knowledge or information referred to herein is necessary for his performance
of his assigned duties, or (ii) an employee, officer or director of a Subsidiary
or  Affiliate  of the  Company  for  whom the  disclosure  of the  knowledge  or
information  referred to herein is necessary for his performance of his assigned
duties,  or  (iii) a Person  expressly  authorized  by the  Company  to  receive
disclosure of such knowledge or information.  The Company expressly acknowledges
and agrees that the term "Confidential  Information"  excludes information which
is (A) in the public domain or otherwise  generally  known to the trade,  or (B)
disclosed to third parties other than by reason of the Executive's breach of his
confidentiality  obligation  hereunder  or  (C)  learned  of  by  the  Executive
subsequent to the  termination of his employment  hereunder from any other party
not then under an obligation of confidentiality to the Company, its Subsidiaries
and their Affiliates.  Further,  the Executive  covenants to the Company that in
the Executive's performance of his duties hereunder,  the Executive will violate
no confidentiality obligations he may have to any third Persons.

                                       7
<PAGE>

         4.4 Non-Interference  Covenants. The Executive covenants to the Company
that while the  Executive is employed by the Company  hereunder  and for the two
(2) year period thereafter (the "Non-Interference Period"), he will not, for any
reason,  directly or indirectly:  (a) solicit,  hire, or otherwise do any act or
thing which may induce any other employee of the Company,  its  Subsidiaries  or
their  Affiliates to leave the employ or otherwise  interfere  with or adversely
affect  the  relationship   (contractual  or  otherwise)  of  the  Company,  its
Subsidiaries  and their  Affiliates  with any person  who is then or  thereafter
becomes an employee of the Company,  its Subsidiaries and their Affiliates;  (b)
do  any  act  or  thing  which  may  interfere  with  or  adversely  affect  the
relationship  (contractual or otherwise) of the Company,  its  Subsidiaries  and
their  Affiliates  with any  vendor of goods or  services  to the  Company,  its
Subsidiaries  and their  Affiliates  or induce  any such  vendor to cease  doing
business with the Company, its Subsidiaries and their Affiliates;  or (c) except
for  Competitive  Activities  (as  defined  in  Section  4.5)  engaged in by the
Employee after the expiration of the Non-Competition Period, do any act or thing
which may interfere with or adversely  affect the  relationship  (contractual or
otherwise)  of the  Company,  its  Subsidiaries  and their  Affiliates  with any
customer of the Company,  its  Subsidiaries  and their  Affiliates or induce any
such customer to cease doing  business with the Company,  its  Subsidiaries  and
their Affiliates.

         4.5 Covenant Not To Compete. The Executive expressly  acknowledges that
(i) the Executive's  performance of his services for the Company  hereunder will
afford  him  access to and cause him to become  highly  knowledgeable  about the
Company's,  its Subsidiaries' and their  Affiliates'  Confidential  Information;
(ii) the agreements and covenants contained in this Section 4.5 are essential to
protect the Confidential Information,  business and goodwill of the Company, its
Subsidiaries and their  Affiliates,  and the restraints on the Executive imposed
by the provisions of this Section 4.5 are justified by these legitimate business
interests  of  the  Company;  and  (iii)  his  covenants  to  the  Company,  its
Subsidiaries  and their  Affiliates set forth in this Section 4.5 are being made
both in  consideration  of the  Company's  employment  of the  Executive  and in
consideration   of  the  Company's   grant  of  the  Option  to  the  Executive.
Accordingly,  the Executive hereby agrees that during the Non-Competition Period
he shall not, anywhere in the Applicable Territory,  directly or indirectly, own
any interest in, invest in, lend to, borrow from, manage,  control,  participate
in, consult with, become employed by, render services to, or in any other manner
whatsoever  engage  in,  any  business  which is  competitive  with any lines of
business  actively being engaged in by the Company,  its  Subsidiaries and their
Affiliates  in the  Applicable  Territory or actively (and  demonstrably)  being
considered by the Company,  its Subsidiaries and their Affiliates for entry into
on  the  date  of  the  termination  of  the  Employment  Period  (collectively,
"Competitive  Activities").  The preceding to the contrary notwithstanding,  the
Executive shall be free to make investments in the publicly traded securities of
any corporation, provided that such investments do not amount to more than 1% of
the outstanding securities of any class of such corporation.

                                       8
<PAGE>

         4.6  Remedies  For  Breach.  If the  Executive  commits  a  breach,  or
threatens to commit a breach,  of any of the  provisions of this Article IV, the
Company and its Subsidiaries shall have the right and remedy, in addition to any
other remedy that may be available at law or in equity,  to have the  provisions
of  this  Article  IV   specifically   enforced  by  any  court  having   equity
jurisdiction,  by the entry of temporary,  preliminary and permanent injunctions
and orders of specific  performance,  together with an accounting  therefor,  it
being expressly acknowledged and agreed by the Executive that any such breach or
threatened  breach  will  cause  irreparable  injury  to  the  Company  and  its
Subsidiaries  and that money damages will not provide an adequate  remedy to the
Company and its Subsidiaries. Any such injunction shall be available without the
posting of any bond or other security,  and the Executive hereby consents to the
issuance  of such  injunction.  The  Executive  further  agrees  that  any  such
injunctive  relief  obtained  by the  Company  or its  Subsidiaries  shall be in
addition  to, and not in lieu of,  monetary  damages  and any other  remedies to
which the Company or its Subsidiaries may be entitled.  Further, in the event of
an alleged  breach or violation by the  Executive  of any of the  provisions  of
Sections 4.3, 4.4 or 4.5 hereof, the Non-Disclosure Period, the Non-Interference
Period and\or the  Non-Competition  Period,  as the case may be, shall be tolled
until such breach or  violation  has been cured.  The parties  agree that in the
event of the  institution  of any action at law or in equity by either  party to
enforce the provisions of this Article IV, the losing party shall pay all of the
costs and expenses of the prevailing  party,  including  reasonable  legal fees,
incurred in connection  therewith.  If any covenant contained in this Article IV
or any part thereof is hereafter  construed to be invalid or unenforceable,  the
same shall not affect the  remainder  of such  covenant or any other  covenants,
which shall be given full effect,  without regard to the invalid  portions,  and
any court having  jurisdiction  shall have the power to modify such  covenant to
the least extent  necessary to render it enforceable  and, in its modified form,
said covenant shall then be enforceable.

                                    ARTICLE V
                            TERMINATION OF EMPLOYMENT

         5.1 Termination and Triggering Events.  Notwithstanding anything to the
contrary  elsewhere  contained in this  Agreement,  the Employment  Period shall
terminate at the expiration of the Initial Term or any Extension  Term, or prior
to the  expiration of the Initial Term or any Extension Term upon the occurrence
of any of the following events (hereinafter referred to as "Triggering Events"):
(a)  the  Executive's  death;  (b) the  Executive's  Total  Disability;  (c) the
Executive's  Resignation;  (d) a Termination by the Company for Cause;  or (f) a
Termination by the Company Without Cause.

         5.2  Rights  Upon  Occurrence  of a  Triggering  Event.  Subject to the
provisions of Section 5.3 hereof,  the rights of the parties upon the occurrence
of a  Triggering  Event  prior  to the  expiration  of the  Initial  Term or any
Extension Term shall be as follows:

                  (a)  Resignation  and Termination by the Company for Cause: If
         the Triggering  Event was the Executive's  Resignation or a Termination
         by the Company for Cause,  the  Executive  shall be entitled to receive
         his Annual Base  Compensation  and accrued but unpaid vacation  through
         the date thereof in accordance  with the policy of the Company,  and to
         continue  to  participate  in  the  Company's  health,   insurance  and
         disability plans and programs through that date and thereafter, only to
         the extent permitted under the terms of such plans and programs.

                                       9
<PAGE>

                  (b) Death or Total Disability: If the Triggering Event was the
         Executive's   death  or  Total   Disability,   the  Executive  (or  the
         Executive's  designated  beneficiary)  shall be entitled to receive the
         Executive's  Annual Base  Compensation  and accrued but unpaid vacation
         through the date  thereof  plus a pro rata  portion of the  Executive's
         Potential Annual Target Bonus for the calendar year in which such death
         or Total Disability occurred (based on the number of days the Executive
         was employed  during the applicable  calendar year), in accordance with
         the  policy of the  Company,  and to  continue  to  participate  in the
         Company's  health,  insurance and disability plans and programs through
         the date of  termination  and thereafter  only to the extent  permitted
         under the terms of such plans and programs.

                  (c)  Termination by Company  Without Cause:  If the Triggering
         Event was a Termination  by the Company  Without  Cause,  the Executive
         shall be entitled to receive his Annual Base  Compensation  and accrued
         but unpaid  vacation  through the date thereof plus, in the  reasonable
         discretion  of the Chief  Executive  Officer based upon whether it then
         appears the Potential  Annual Target Bonus for the year would have been
         earned by the Executive had he remained employed by the Company,  a pro
         rata portion of the Executive's  Potential  Annual Target Bonus for the
         calendar year in which such  Triggering  Event  occurred  (based on the
         number  of days  the  Executive  was  employed  during  the  applicable
         calendar year), payable in accordance with the Company's normal payroll
         practices,  provided that in addition,  for each month of the Severance
         Period  hereinafter  referred to, the  Executive  shall also be paid an
         amount equal to  one-twelfth  (1/12th) of his then current  Annual Base
         Compensation,  commencing  with the last day of the month following the
         month in which the termination occurred (collectively,  the "Additional
         Severance Benefits"); further provided that:

                           (i) the  Executive  shall be entitled to receive such
                  Additional  Severance  Benefits during the Severance Period if
                  and only if the  Executive  has executed and  delivered to the
                  Company  the  General  Release   substantially   in  form  and
                  substance as set forth in Exhibit C to this Agreement and only
                  so long as the Executive has not breached any of his covenants
                  to the Company set forth in Article IV of this Agreement; and

                           (ii) the  Executive's  entitlement  to  receive  such
                  Additional Severance Benefits shall immediately cease upon the
                  Executive's  commencement  of  full or  part-time  employment,
                  whether as an employee or a consultant.

         During the Severance  Period,  the  Executive  covenants to the Company
         that he shall  promptly  advise the Company of any  employment  and the
         existence  of any  consulting  relationship  which has a  duration,  at
         inception or following inception, of more than one (1) month.

                  (d)  Cessation of  Entitlements  and Company  Right of Offset.
         Except as otherwise  expressly  provided herein, all of the Executive's
         rights to  salary,  employee  benefits,  fringe  benefits  and  bonuses
         hereunder (if any) which would  otherwise  accrue after the termination
         of the Employment Period shall cease upon the date of such termination.
         The Company may offset any loans,  cash advances or fixed amounts which
         the Executive owes the Company or its Affiliate  against any amounts it
         owes the Executive under this Agreement.

                                       10
<PAGE>

         5.3 Survival of Certain  Obligations and Termination  Certificate.  The
provisions of Articles IV, V, VI and VIII shall survive any  termination  of the
Employment Period,  whether by reason of the occurrence of a Triggering Event or
the expiration of the Initial Term or any Extension Term.  Immediately following
the termination of the Employment Period, the Executive shall promptly return to
the Company all property  required to be returned to the Company pursuant to the
provisions  of Section  4.2 hereof and  execute  and  deliver to the Company the
Termination  Certificate attached hereto as Exhibit B and by this reference made
a part hereof.

                                   ARTICLE VI
                                   ASSIGNMENT

         6.1  Prohibition  of Assignment by Executive.  The Executive  expressly
agrees for himself  and on behalf of his  executors,  administrators  and heirs,
that  this  Agreement  and  his  obligations,  rights,  interests  and  benefits
hereunder shall not be assigned, transferred, pledged or hypothecated in any way
by the  Executive,  his  executors,  administrators  or heirs,  and shall not be
subject to  execution,  attachment  or similar  process.  Any attempt to assign,
transfer, pledge, hypothecate or otherwise dispose of this Agreement or any such
rights,  interests and benefits thereunder contrary to the foregoing provisions,
or the levy of any  attachment or similar  process  thereupon  shall be null and
void and without  effect and shall  relieve the Company of any and all liability
hereunder.

         6.2  Right  of  Company  to  Assign.  Except  as  provided  in the next
sentence, the rights, but not the obligations of the Company shall be assignable
and  transferable  to  any  successor-in-interest  without  the  consent  of the
Executive.  In the instance of a sale of the Company or all or substantially all
of its assets,  the rights and obligations of the Company may be assigned to the
acquiring party without the Executive's consent.

                                   ARTICLE VII
                                   DEFINITIONS

         "Affiliate"  means,  with  respect  to any  Person,  any  other  Person
directly or indirectly controlling,  controlled by, or under common control with
that  Person,  provided  that,  for  purposes  of  this  definition,  the  terms
"controls,"  "controlled  by," or "under  common  control  with" shall mean that
Person's possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such other Person,  whether  through
the ownership of voting securities, by contract or otherwise.

         "Applicable  Territory"  means the United  States of  America  and each
other  country in which the  Company,  any of its  Subsidiaries  or any of their
Affiliates is actively engaged in the conduct of one or more lines of business.

         "Audit Committee" means the Audit Committee of the Board.

                                       11
<PAGE>

         "Board" means the Board of Directors of the Company.

         "Biological  Materials"  means (i)  classical or  genetically  modified
strains,  micro  or  other  organisms,   genes,  proteins,   peptides,   sugars,
metabolites,  small molecules,  enzymes or DNA,  vectors,  plasmids,  promoters,
expression  cassettes or other genomic tools and assay materials which are being
worked with or on by the Company, its Subsidiaries or any of their Affiliates or
which are being worked with or on the  Company's,  its  Subsidiaries'  or any of
their  Affiliates'  behalf by the Company's,  its  Subsidiaries' or any of their
Affiliates' advisors, research and business collaborators,  and (ii) "Biological
Materials" and fermentation or other  manufacturing  processes being utilized by
the Company,  its Subsidiaries or any of their  Affiliates,  the Company's,  its
Subsidiaries' or any of their Affiliates' research or business  collaborators or
the  Company's,  its  Subsidiaries'  or any of  their  Affiliates'  third  party
manufactures  for  research,   pilot  scale  and/or  commercial  manufacture  of
biotechnology and other products.

         "Chief  Executive  Officer"  means the chief  executive  officer of the
Company.

         "Compensation Committee" means the Compensation Committee of the Board.

         "Non-Competition  Period" means the  Employment  Period and the one (1)
year period thereafter.

         "Person" means an individual,  partnership,  limited liability company,
trust, estate,  association,  corporation,  governmental body or other juridical
being.

         "Resignation" means the voluntary  termination of employment  hereunder
by the  Executive  (except  if made in  contemplation  of a  Termination  by the
Company  for  Cause),  provided  that if such  action is taken by the  Executive
without  the giving of at least  ninety  (90) days prior  written  notice,  such
termination  of  employment  shall not be a  "Resignation,"  but  instead  shall
constitute a Termination for Cause.

         "Severance Period" means the six (6) month period immediately following
the date of the termination of the Employment Period.

         "Subsidiary"  means,  with  respect  to any  Person  of which  (i) if a
corporation,  a majority of the total voting  power of shares of stock  entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors,  managers  or  trustees  thereof is at the time owned or  controlled,
directly or indirectly,  by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the partnership
or other similar ownership  interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of such Person
or a  combination  thereof.  For purposes  hereof,  a Person or Persons shall be
deemed to have a majority  ownership  interest in a limited  liability  company,
partnership,  association  or other  business  entity if such  Person or Persons
shall be  allocated  a  majority  of  limited  liability  company,  partnership,
association or other business  entity gains or losses or shall be or control any
managing  director  or  general  partner  of  such  limited  liability  company,
partnership, association or other business entity.

                                       12
<PAGE>

         "Termination by the Company for Cause" means termination by the Company
of the  Executive's  employment  on  account  of a finding  by the  Compensation
Committee  that the  Executive  has:  (i) breached  this  Agreement or any other
agreement between the Executive and the Company,  any Subsidiary or any of their
Affiliates;  (ii)  engaged  in  disloyalty  to the  Company,  including  without
limitation, the diversion of corporate opportunity, fraud, embezzlement,  theft,
commission of a felony or proven dishonesty, in the course of his performance of
his services  hereunder;  (iii)  disclosed  trade secrets or other  Confidential
Information of the Company to Persons not entitled to receive such  information;
or (iv)  engaged in such other  behavior  detrimental  to the  interests  of the
Company as the Compensation Committee determines;  provided that the termination
of the  Executive's  employment  hereunder by the Company  shall not be deemed a
Termination  by the  Company  for Cause  unless and until  there shall have been
delivered to the  Executive a written  notice from the Chief  Executive  Officer
(after  reasonable  notice  (in  light  of  the  circumstances  surrounding  the
termination)  to and an opportunity for the Executive,  alone and in person,  to
have a face-to-face meeting with the Compensation Committee) stating that in the
good faith opinion of the  Compensation  Committee,  the Executive was guilty of
the conduct set forth in one or more of the foregoing clauses.

         "Termination  by the Company  Without Cause" means a termination of the
Executive's  employment by the Company which is not a Termination by the Company
for Cause,  provided that the termination of the Employment Period on account of
the failure of the Company to extend the  Employment  Period in accordance  with
the  provisions  of Section 2.2 hereof  shall  constitute a  Termination  by the
Company Without Cause.

         "Total Disability" means the Executive's inability, because of illness,
injury or other physical or mental  incapacity,  to perform his duties hereunder
(as  determined  by the  Compensation  Committee in good faith) for a continuous
period of  ninety  (90)  consecutive  days,  or for a total of ninety  (90) days
within any three hundred sixty (360)  consecutive day period, in which case such
Total Disability shall be deemed to have occurred on the last day of such ninety
(90) day or three hundred sixty (360) day period, as applicable.

                                  ARTICLE VIII
                                     GENERAL

         8.1 Notices.  All notices under this Agreement  shall be in writing and
shall be deemed  properly sent, (i) when  delivered,  if by personal  service or
reputable  overnight  courier  service,  or (ii) when  received,  if sent (x) by
certified or registered mail, postage prepaid,  return receipt requested, or (y)
via facsimile  transmission (provided that a hard copy of such notice is sent to
the  addressee  via one of the methods of delivery or mailing set forth above on
the same day the  facsimile  transmission  is  sent);  to the  recipient  at the
address indicated below:

                                       13
<PAGE>

                  Notices to Executive:
                  ---------------------

                  Wayne Moor
                  132 Hidden Hollow Terrace
                  Palm Beach Gardens, Florida 33418

The parties agree that when Executive's  relocation is complete, his new address
will be substituted for the above temporary address.

                  Notices to Company:
                  -------------------

                  Dyadic International, Inc.
                  c/o Chief Executive Officer
                  140 Intracoastal Pointe Drive, Suite 404
                  Jupiter, Florida  33477
                  Facsimile (561-743-8513)

                  With a copy to:
                  --------------

                  Robert I. Schwimmer, Esq.
                  Jenkens & Gilcrhist
                  225 West Washington, Suite 2600
                  Chicago, Illinois 60606
                  Facsimile (312) 425-3909

         8.2 Governing Law. This  Agreement  shall be subject to and governed by
the  laws of the  State  of  Florida  without  regard  to any  choice  of law or
conflicts  of law rules or  provisions  (whether  of the State of Florida or any
other  jurisdiction),  irrespective  of the fact that the Executive may become a
resident of a different state.

         8.3 Binding  Effect.  The Agreement  shall be binding upon and inure to
the benefit of the Company,  its successors  and assigns,  and the Executive and
his executors, administrators, personal representatives and heirs.

         8.4 Complete  Understanding.  This Agreement  constitutes  the complete
understanding among the parties hereto with regard to the subject matter hereof,
and supersedes any and all prior agreements and  understandings  relating to the
employment of the Executive by the Company.

         8.5 Amendments.  No change,  modification or amendment of any provision
of this Agreement shall be valid unless made in writing and signed by all of the
parties hereto.

         8.6 Waiver.  The waiver by the Company of a breach of any  provision of
this Agreement by the Executive shall not operate or be construed as a waiver of
any subsequent breach by the Executive.  The waiver by the Executive of a breach
of any provision of this  Agreement by the Company shall not operate as a waiver
of any subsequent breach by the Company.

                                       14
<PAGE>

         8.7 Venue,  Jurisdiction,  Etc. The  Executive  hereby  agrees that any
suit, action or proceeding  relating in any way to this Agreement may be brought
and  enforced in the Circuit  Court of Palm Beach County of the State of Florida
or in the  District  Court of the  United  States of  America  for the  Southern
District of  Florida,  and in either case the  Executive  hereby  submits to the
jurisdiction of each such court.  The Executive  hereby waives and agrees not to
assert,  by way of motion or otherwise,  in any such suit, action or proceeding,
any claim that the Executive is not personally  subject to the  jurisdiction  of
the  above-named  courts,  that the suit,  action or proceeding is brought in an
inconvenient  forum or that the  venue of the  suit,  action  or  proceeding  is
improper. The Executive consents and agrees to service of process or other legal
summons for purpose of any such suit,  action or proceeding  by registered  mail
addressed to the Executive at his or her address listed in the business  records
of the Company.  Nothing contained herein shall affect the rights of the Company
to bring suit, action or proceeding in any other appropriate  jurisdiction.  The
Executive and the Company do each hereby waive any right to trial by jury, he or
it may have concerning any matter relating to this Agreement.

         8.8  Severability.  If any portion of this  Agreement  shall be for any
reason,  invalid or  unenforceable,  the  remaining  portion or  portions  shall
nevertheless be valid, enforceable and carried into effect.

         8.9  Headings.   The  headings  of  this  Agreement  are  inserted  for
convenience  only  and  are  not to be  considered  in the  construction  of the
provisions hereof.

         8.10  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  all of which,  taken together,  shall constitute one and the same
agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above-written.

COMPANY:                                        EXECUTIVE:
- -------                                         ---------

DYADIC INTERNATIONAL, INC., a
Delaware Corporation
                                                /s/ Wayne Moor
                                                -------------------
                                                WAYNE MOOR
 By:/s/ Mark A. Emalfarb
    --------------------------
    Chief Executive Officer

                                       15

<PAGE>

                                    EXHIBIT A
                                       to
                         EXECUTIVE EMPLOYMENT AGREEMENT
                                     between
                           DYADIC INTERNATIONAL, INC.
                                       and
                                   WAYNE MOOR


                             STOCK OPTION AGREEMENT


<PAGE>


                                    EXHIBIT B
                                       to
                         EXECUTIVE EMPLOYMENT AGREEMENT
                                     between
                           DYADIC INTERNATIONAL, INC.
                                       and
                                   WAYNE MOOR

                             TERMINATION CERTIFICATE

         This  is to  certify  that,  except  as  permitted  by  the  Employment
Agreement (as defined below) I do not have in my  possession,  nor have I failed
to return, any software, inventions, designs, works of authorship, copyrightable
works, formulas, data, marketing plans, forecasts,  product concepts,  marketing
plans, strategies, forecasts, devices, records, data, notes, reports, proposals,
customer lists, correspondence,  specifications, drawings, blueprints, sketches,
materials, patent applications, continuation applications,  continuation-in-part
applications,   divisional   applications,   other  documents  or  property,  or
reproductions  of any  aforementioned  items belonging to DYADIC  INTERNATIONAL,
INC. (the  "Company"),  its  Subsidiaries  and their  Affiliates,  successors or
assigns.

         I  further  certify  that I have  complied  with  all the  terms of the
Employment  Agreement  dated as of January 31,  2005  between the Company and me
(the "Employment Agreement"),  relating to the reporting of any Work Product (as
that term is defined  therein),  conceived or made by me (solely or jointly with
others) covered by the Employment Agreement.

         I acknowledge that the provisions of the Employment  Agreement relating
to Confidential Information, as defined in the Employment Agreement, continue in
effect beyond the termination of the Employment Agreement, as set forth therein.

         Finally,  I further  acknowledge  that the provisions of the Employment
Agreement  relating to my (i)  anti-pirating,  (ii)  non-interference  and (iii)
non-competition covenants to the Company, its Subsidiaries and their Affiliates,
also remain in effect  following the date of my termination  of employment  with
the Company.

Date:
     ------------------------------                ----------------------------
                                                            Executive

                                       2
<PAGE>
                                    EXHIBIT C
                                       to
                         EXECUTIVE EMPLOYMENT AGREEMENT
                                     between
                           DYADIC INTERNATIONAL, INC.
                                       and
                                   WAYNE MOOR

                                 GENERAL RELEASE


         I, WAYNE MOOR, in  consideration  of and subject to the  performance by
DYADIC  INTERNATIONAL,  INC., a Delaware  corporation  (the  "Company"),  of its
material  obligations  under the Employment  Agreement,  dated as of January 31,
2005 (the  "Agreement"),  do hereby release and forever discharge as of the date
hereof the Company,  its  Subsidiaries  and their Affiliates (as those terms are
defined  in the  Agreement)  and all  present  and former  directors,  officers,
agents,  representatives,  employees, successors and assigns of the Company, its
Subsidiaries   and  their   Affiliates  and  their  direct  or  indirect  owners
(collectively, the "Released Parties") to the extent provided below.

1.       I understand  that any payments or benefits paid or granted to me under
         Section 5.2(c) of the Agreement represent,  in part,  consideration for
         signing this General  Release and are not salary,  wages or benefits to
         which I was already  entitled.  I understand  and agree that I will not
         receive the payments and  benefits  specified in Section  5.2(c) of the
         Agreement  unless I execute this General Release and do not revoke this
         General  Release within the time period  permitted  hereafter or breach
         this General Release.

2.       Except as provided in paragraph 4 of this General Release,  I knowingly
         and voluntarily release and forever discharge the Company and the other
         Released  Parties  from  any and all  claims,  controversies,  actions,
         causes  of  action,   cross-claims,   counterclaims,   demands,  debts,
         compensatory  damages,   liquidated  damages,   punitive  or  exemplary
         damages,  other  damages,  claims  for costs and  attorneys'  fees,  or
         liabilities  of any nature  whatsoever in law and in equity,  both past
         and present  (through  the date of this  General  Release)  and whether
         known or unknown,  suspected,  or claimed against the Company or any of
         the Released Parties which I, my spouse, or any of my heirs, executors,
         administrators  or  assigns,  may  have,  which  arise  out  of or  are
         connected with my employment  with, or my separation  from, the Company
         (including,  but not limited to, any  allegation,  claim or  violation,
         arising  under:  Title VII of the Civil Rights Act of 1964, as amended;
         the Civil Rights Act of 1991; the Age  Discrimination in Employment Act
         of 1967, as amended  (including  the Older Workers  Benefit  Protection
         Act);  the  Equal  Pay Act of 1963,  as  amended;  the  Americans  with
         Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
         Civil Rights Act of 1866, as amended; the Worker Adjustment  Retraining
         and Notification  Act; the Executive  Retirement Income Security Act of
         1974; any applicable Executive Order Programs; the Fair Labor Standards

<PAGE>

         Act; or their state or local counterparts;  or under any other federal,
         state or local civil or human  rights  law,  or under any other  local,
         state,  or federal law,  regulation or  ordinance;  or under any public
         policy,  contract or tort,  or under  common law; or arising  under any
         policies,  practices or  procedures  of the  Company;  or any claim for
         wrongful  discharge,  breach  of  contract,  negligent  or  intentional
         infliction of emotional distress,  defamation;  or any claim for costs,
         fees, or other  expenses,  including  attorneys' fees incurred in these
         matters) (all of the foregoing  collectively  referred to herein as the
         "Claims").

3.       I represent  that I have made no  assignment  or transfer of any right,
         claim,  demand, cause of action, or other matter covered by paragraph 2
         of this General Release.

4.       I and the Company  mutually  agree that this  General  Release does not
         waive or release any rights or claims  that I may have  under:  (a) the
         Age Discrimination in Employment Act of 1967 which arise after the date
         I execute this General  Release;  and (b) any agreements to which I and
         the Company are parties pertaining to any shares or options to purchase
         shares of capital stock of the Company  owned by me. I acknowledge  and
         agree that my separation from employment with the Company in compliance
         with the  terms of the  Agreement  shall not serve as the basis for any
         claim or action (including, without limitation, any claim under the Age
         Discrimination in Employment Act of 1967).

5.       In signing this General Release, I acknowledge and intend that it shall
         be effective  as a bar to each and every one of the Claims  hereinabove
         mentioned or implied.  I expressly  consent  that this General  Release
         shall be given full force and effect  according  to each and all of its
         express terms and  provisions,  including those relating to unknown and
         unsuspected  Claims  (notwithstanding  any state statute that expressly
         limits the  effectiveness of a general release of unknown,  unsuspected
         and  unanticipated  Claims),  if any, as well as those  relating to any
         other Claims hereinabove  mentioned or implied. I acknowledge and agree
         that this waiver is an  essential  and  material  term of this  General
         Release and that without such waiver the Company  would not have agreed
         to the  terms of the  Agreement.  I further  agree  that in the event I
         should bring a Claim  seeking  damages  against the Company,  or in the
         event I should seek to recover against the Company in any Claim brought
         by a governmental agency on my behalf, this General Release shall serve
         as a complete  defense to such  Claims.  I further  agree that I am not
         aware of any  pending  charge or  complaint  of the type  described  in
         paragraph 2 as of the execution of this General Release.

6.       I agree that neither this General  Release,  nor the  furnishing of the
         consideration for this General Release, shall be deemed or construed at
         any time to be an  admission  by the  Company,  any  Released  Party or
         myself of any improper or unlawful conduct.

                                       2
<PAGE>

7.       I agree that if I challenge  the  validity of this General  Release,  I
         will  forfeit  all unpaid  amounts  otherwise  payable  by the  Company
         pursuant to Section  5.2(c) of the Agreement  other than the very first
         payment due me thereunder,  provided that nothing  herein  contained in
         this Agreement shall prohibit or bar me from filing a charge, including
         a challenge to the validity of the  Agreement,  with the United  States
         Equal Employment Opportunity Commission ("EEOC"), or any state or local
         fair  employment   practices  agency,  or  from  participating  in  any
         investigation,  hearing or  proceeding  conducted  by the EEOC,  or any
         state or local fair employment practices agency. I also agree that if I
         violate this General Release by suing the Company or the other Released
         Parties,  I will pay all costs and  expenses of  defending  against the
         suit incurred by the Released Parties,  including reasonable attorneys'
         fees, and return all payments received by me pursuant to the Agreement.

8.       I agree  that this  General  Release is  confidential  and agree not to
         disclose any information  regarding the terms of this General  Release,
         except to my  immediate  family and any tax,  legal or other  counsel I
         have consulted regarding the meaning or effect hereof or as required by
         law, and I will instruct each of the foregoing not to disclose the same
         to anyone.

9.       Any non-disclosure  provision in this General Release does not prohibit
         or restrict me (or my attorney)  from  responding  to any inquiry about
         this General Release or its underlying  facts and  circumstances by the
         Securities and Exchange Commission (SEC), the EEOC (or a state or local
         fair  employment   practices  agency),   the  National  Association  of
         Securities Dealers, Inc. (NASD), any other self-regulatory organization
         or governmental entity.

10.      I agree to  reasonably  cooperate  with  the  Company  in any  internal
         investigation or administrative,  regulatory, or judicial proceeding. I
         understand  and  agree  that my  cooperation  may  include,  but not be
         limited to,  making  myself  available to the Company  upon  reasonable
         notice for  interviews  and factual  investigations;  appearing  at the
         Company's  request to give  testimony  without  requiring  service of a
         subpoena or other legal process;  volunteering to the Company pertinent
         information;  and turning  over to the Company all  relevant  documents
         which are or may come into my possession  all at times and on schedules
         that are reasonably  consistent with my other permitted  activities and
         commitments,  provided  that I shall have no  obligation to expend more
         than one week of my time in connection  with the  performance  of these
         activities which out reasonable recompense,  as mutually and reasonably
         agreed upon by me and the Company.  I understand  that in the event the
         Company asks for my cooperation in accordance with this provision,  the
         Company  will  reimburse  me solely  for  reasonable  travel  expenses,
         including lodging and meals, upon my submission of receipts.

11.      Notwithstanding  anything in this General Release to the contrary, this
         General  Release shall not relinquish,  diminish,  or in any way affect
         any rights or claims arising out of any breach by the Company or by any
         Released Party of the Agreement.

12.      Whenever  possible,  each  provision of this General  Release  shall be
         interpreted  in,  such  manner  as  to be  effective  and  valid  under
         applicable law, but if any provision of this General Release is held to
         be  invalid,   illegal  or  unenforceable  in  any  respect  under  any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or  unenforceability  shall not affect any other provision or any other
         jurisdiction, but this General Release shall be reformed, construed and
         enforced  in  such   jurisdiction  as  if  such  invalid,   illegal  or
         unenforceable provision had never been contained herein.

                                       3
<PAGE>

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(a)      I HAVE READ IT CAREFULLY;

(b)      I  UNDERSTAND  ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP  IMPORTANT
         RIGHTS,   INCLUDING   BUT  NOT  LIMITED  TO,   RIGHTS   UNDER  THE  AGE
         DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,  TITLE VII OF THE
         CIVIL RIGHTS ACT OF 1964,  AS AMENDED;  THE EQUAL PAY ACT OF 1963,  THE
         AMERICANS WITH  DISABILITIES  ACT OF 1990; AND THE EMPLOYEE  RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED;

(c)      I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

(d)      I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND
         I HAVE DONE SO OR,  AFTER  CAREFUL  READING  AND  CONSIDERATION  I HAVE
         CHOSEN NOT TO DO SO OF MY OWN VOLITION;

(e)      I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
         SUBSTANTIALLY  IN ITS  FINAL  FORM  ON  _______________  ____,  ____ TO
         CONSIDER  IT AND THE  CHANGES  MADE  SINCE  THE  ______________  _____,
         _____VERSION  OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE
         REQUIRED 21-DAY PERIOD;

(f)      THE CHANGES TO THE AGREEMENT SINCE  ____________  ___, _____ EITHER ARE
         NOT MATERIAL OR WERE MADE AT MY REQUEST.

(g)      I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE
         TO REVOKE IT AND THAT  THIS  RELEASE  SHALL  NOT  BECOME  EFFECTIVE  OR
         ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

(h)      I HAVE SIGNED THIS GENERAL  RELEASE  KNOWINGLY AND VOLUNTARILY AND WITH
         THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(i)      I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
         WAIVED,  CHANGED OR MODIFIED  EXCEPT BY AN INSTRUMENT IN WRITING SIGNED
         BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.


DATE:                     ,
      --------------- ----  ---------          --------------------------------

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex-99_2.txt
<TEXT>

                           DYADIC INTERNATIONAL, INC.
                          2001 EQUITY COMPENSATION PLAN
                          STOCK OPTION GRANT AGREEMENT

         This STOCK OPTION GRANT AGREEMENT (this  "AGREEMENT"),  dated as of the
31st day of  January,  2005  (the  "DATE OF  GRANT"),  is  delivered  by  Dyadic
International, Inc. (the "COMPANY") to Wayne Moor (the "GRANTEE").

                                    RECITALS

         A. Concurrently with the execution and delivery of this Agreement,  the
Grantee has entered into an employment  agreement with the Company dated of even
date  herewith  (as  may  be  amended,   restated  or  otherwise  modified,  the
"EMPLOYMENT  AGREEMENT"),  pursuant  to which the  Grantee  will serve as a Vice
President and the Chief Financial Officer of the Company.

         B. The Dyadic International, Inc. 2001 Equity Compensation Plan (as may
be amended,  restated or otherwise modified,  the "PLAN") provides for the grant
of options to purchase shares of common stock of the Company. A copy of the Plan
has  heretofore  been  furnished  to the  Grantee,  receipt  of which is  hereby
expressly acknowledged.  Capitalized terms used but not otherwise defined herein
shall have the meanings given such terms in the Plan.

         C. As  contemplated in Section 1(a) of the Plan, the Board of Directors
of the Company has appointed a committee  (the  "COMMITTEE")  to administer  the
Plan.

         D. To induce the  Grantee to enter into the  Employment  Agreement  and
continue  to perform  the  obligations  specified  therein  and promote the best
interests of the Company,  the  Committee  has decided to Grant an Option to the
Grantee under the Plan to purchase shares of Company Stock ("SHARES").

                                   AGREEMENT:

         NOW, THEREFORE, the parties to this Agreement,  intending to be legally
bound hereby, agree as follows:

1.  Grant of  Option.  Subject  to the  terms and  conditions  set forth in this
Agreement and in the Plan, the Company hereby grants to the Grantee an Option to
purchase  277,889  Shares at an exercise  price of $3.68 per Share (which is the
Fair  Market  Value on the date of Grant,  being  equal to the mean of the final
"asked" and "bid" prices of the Shares on the date hereof, as fixed by the terms
of the Plan).  The Option shall become  exercisable in accordance with the terms
of Paragraph 2 below.  In accordance  with Section 5(g) of the Plan,  the Option
shall be treated as an  Incentive  Stock  Option  except to the extent  that the
aggregate  Fair  Market  Value of the  Shares as of the date of the  grant  with
respect to which  Incentive  Stock  Option is for the first time by the  Grantee
during any calendar year under the Plan exceeds $100,000, then the Option, as to
such excess, shall be treated as a Nonqualified Stock Option.


<PAGE>

2.  Exercisability  of  Option.  The  number of Shares in  respect  of which the
Grantee  shall be  permitted  to  exercise  the Option  shall be  determined  by
reference  to the dates  (each a  "VESTING  DATE")  fixed in the table set forth
below, provided that: (a) exercisability of Shares is cumulative;  and (b) there
must not have  occurred  a  termination  of the  Grantee's  employment  with the
Company (the "EMPLOYMENT  RELATIONSHIP")  for any reason whatsoever (the date of
such termination being hereinafter  referred to as the "TERMINATION DATE") prior
to a Vesting  Date in order for the Option to be  exercisable  in respect of the
Shares indicated opposite that Vesting Date:

     Vesting Date         Additional Shares for Which the Option is Exercisable
     ------------         -----------------------------------------------------
     January 31, 2006                       69,472.29
     January 31, 2007                       69,472.29
     January 31, 2008                       69,472.29
     January 31, 2009                       69,472.29

3. Term of Option.

         (a) The Option shall be exercisable for a term commencing with the Date
of  Grant  and  ending  on the  earlier  of (i)  January  31,  2010 or (ii)  the
termination  of the Plan,  unless the Option is terminated at an earlier date in
accordance with the provisions of this Agreement or the Plan.

         (b)  Any  portion  of  the  Option  that  is  not  exercisable  on  the
Termination Date shall terminate on that date.

         (c)  The  Option,  to  the  extent  exercisable,   shall  automatically
terminate  upon  the  earlier  of (x) the  expiration  of the  period  fixed  in
Paragraph 3(a), above, or (y) the first to occur of any of the following events:

                  (i) Subject to clause (v) below,  the expiration of the 90 day
         period  following the  Termination  Date, if the termination is for any
         reason  other  than the  Disability  of the  Grantee,  his death or for
         Cause.

                  (ii) Subject to clause (v) below,  the  expiration  of the one
         (1) year period after the Termination Date, to the extent the Option is
         then unvested, if the termination of the Employment Relationship was on
         account of the Grantee's Disability.

                  (iii)  The  expiration  of the one (1) year  period  after the
         Termination  Date, if the reason for the  termination of the Employment
         Relationship was on account of the Grantee's death.

                  (iv)  The   Termination   Date,  if  the  termination  of  the
         Employment Relationship was for Cause.

                  (v) The  provisions  of  clauses  (i) and  (ii)  above  to the
         contrary  notwithstanding,  if the  Grantee  engages  in  conduct  that
         constitutes   Cause  after  the  Termination  Date,  the  Option  shall
         immediately  terminate to the extent then  unexercised  (regardless  of
         vesting).

                                       2
<PAGE>

         (d) In accordance with Section  5(e)(ii) of the Plan, if the provisions
of either clause (iv) or clause (v) of Paragraph 3(c) applied to the termination
of the Option, the Grantee shall automatically forfeit all Shares underlying any
exercised  portion of the Option for with the Company has not yet  delivered the
share certificates, upon refund by the Company of the exercise price paid by the
Grantee for such Shares.

4. Exercise Procedures.

         (a) Subject to the provisions of Paragraphs 2 and 3 above,  the Grantee
may exercise part or all of the exercisable  portion of the Option by giving the
Committee  written  notice of intent to exercise in the manner  provided in this
Agreement,  specifying  the  number of  Shares  as to which the  Option is to be
exercised. On the delivery date, the Grantee shall pay the exercise price (i) in
cash,  (ii) with the  approval of the  Committee,  by  delivering  Shares of the
Company which shall be valued at their fair market value on the date of delivery
(such valuation to be determined in the manner fixed in the Plan), (iii) payment
through a broker in accordance with procedures  permitted by Regulation T of the
Federal Reserve Board or (iv) by such other method as the Committee may approve,
provided that the Committee may, in its absolute discretion, impose from time to
time  such  limitations  as it deems  appropriate  on the use of  Shares  of the
Company to exercise the Option.

         (b) The  obligation  of the Company to deliver  Shares upon exercise of
the Option shall be subject to all applicable  laws,  rules, and regulations and
such  approvals by  governmental  agencies as may be deemed  appropriate  by the
Committee,  including  such actions as Company  counsel shall deem  necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require  that the Grantee (or other person  exercising  the Option after the
Grantee's  death)  represent  that the  Grantee  is  purchasing  Shares  for the
Grantee's own account and not with a view to or for sale in connection  with any
distribution of the Shares, or such other  representation as the Committee deems
appropriate.  All  obligations  of the  Company  under this  Agreement  shall be
subject  to the  rights  of the  Company  as set  forth in the Plan to  withhold
amounts  required  to be  withheld  for any  taxes,  if  applicable.  Subject to
Committee approval, in its absolute discretion, the Grantee may elect to satisfy
any income tax withholding  obligation of the Company with respect to the Option
by having  Shares  withheld  up to an amount  that does not exceed  the  minimum
applicable  withholding tax rate for federal  (including FICA),  state and local
tax liabilities.

5. Restrictions on Transfer of Shares.  In addition to the restrictions  imposed
by the Plan on the  transferability  of the Shares  acquired by an the Grantee's
exercise of the Option granted hereby, without the prior consent of the Company,
for so long as the Company is not a  "Reporting  Company"  within the meaning of
the Exchange Act of 1934, as amended,  the Grantee shall make no transfer of the
Shares (a) for a period of five (5) years  following the date of this  Agreement
and (b) thereafter, to any competitor of the Company.

6. Change of  Control.  The  provisions  of the Plan  applicable  to a Change of
Control shall apply to the Option, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to the Plan.

                                       3
<PAGE>

7. Restrictions on Exercise. Only the Grantee may exercise the Option during the
Grantee's  lifetime  and,  after  the  Grantee's  death,  the  Option  shall  be
exercisable  (subject to the  limitations  specified  in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and  distribution,  to the
extent that the Option is exercisable pursuant to this Agreement.

8. Grant  Subject to Plan  Provisions.  This grant is made pursuant to the Plan,
the terms of which are  incorporated  herein by  reference,  and in all respects
shall be interpreted in accordance  with the Plan. The grant and exercise of the
Option  are  subject  to the  provisions  of the  Plan  and to  interpretations,
regulations and determinations concerning the Plan established from time to time
by the Committee in accordance with the provisions of the Plan,  including,  but
not limited to, provisions pertaining to (i) rights and obligations with respect
to withholding  taxes,  (ii) the  registration,  qualification or listing of the
Shares,   (iii)  changes  in  capitalization  of  the  Company  and  (iv)  other
requirements  of  applicable  law.  The  Committee  shall have the  authority to
interpret  and  construe the Option  pursuant to the terms of the Plan,  and its
decisions shall be conclusive as to any questions arising hereunder.

9. No Employment or Other Rights.  The grant of the Option shall not confer upon
the  Grantee  any right to be  retained  by or in the  employ or  service of the
Company  and shall not  interfere  in any way with the right of the  Company  to
terminate  the  Grantee's  employment  or service at any time.  The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserved.

10. No  Shareholder  Rights.  Neither the  Grantee,  nor any person  entitled to
exercise the Grantee's  rights in the event of the Grantee's  death,  shall have
any of the rights and  privileges  of a  shareholder  with respect to the Shares
subject to the Option,  until  certificates for Shares have been issued upon the
exercise of the Option.

11. Assignment and Transfers. The rights and interests of the Grantee under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee,  by will or by the laws of descent and
distribution.  In the event of any attempt by the Grantee to  alienate,  assign,
pledge,  hypothecate, or otherwise dispose of the Option or any right hereunder,
except as  provided  for in this  Agreement,  or in the event of the levy or any
attachment,  execution or similar  process  upon the rights or interests  hereby
conferred,  the Company may terminate  the Option by notice to the Grantee,  and
the Option and all rights  hereunder shall  thereupon  become null and void. The
rights and  protections of the Company  hereunder shall extend to any successors
or  assigns of the  Company  and to the  Company's  parents,  subsidiaries,  and
affiliates.  This Agreement may be assigned by the Company without the Grantee's
consent.

12.  Applicable Law. The validity,  construction,  interpretation  and effect of
this  instrument  shall be governed by and construed in accordance with the laws
of the  State  of  Florida,  without  giving  effect  to the  conflicts  of laws
provisions thereof.

13. Notice.  Any notice to the Company  provided for in this instrument shall be
addressed to the Company in care of the Chief Executive Officer at the Company's
principal executive offices, and any notice to the Grantee shall be addressed to

                                       4
<PAGE>

such Grantee at the current  address shown on the payroll of the Company,  or to
such other address as the Grantee may  designate to the Company in writing.  Any
notice shall be  delivered  by hand,  sent by telecopy or enclosed in a properly
sealed  envelope  addressed as stated above,  registered and deposited,  postage
prepaid,  in a post office  regularly  maintained  by the United  States  Postal
Service.

14. Counterparts. This Agreement may be signed in any number of counterparts and
by facsimile signature, each of which shall be deemed to be an original, and all
of which taken together shall be deemed to be one and the same instrument.

15. Complete Understanding. This Agreement, together with the Plan, contains the
entire  agreement  of the  parties  relating to the  subject  matter  hereof and
supersedes all prior agreements and  understanding  with respect to such subject
matter,  and the parties  hereto  have made no  agreements,  representations  or
warranties  relating to the subject matter of this  Agreement  which are not set
forth herein, provided that the Parties are parties to the Employment Agreement.
Nothing contained in this Agreement shall be construed to limit or affect in any
manner or to any extent the restrictions or prohibitions  that are applicable to
the Grantee under the Employment  Agreement or the duration thereof.  Similarly,
except as expressly provided  otherwise in this Agreement,  nothing contained in
the Employment  Agreement shall be construed to limit or affect in any manner or
to any  extent the  restrictions  or  prohibitions  that are  applicable  to the
Grantee under this Agreement.



                            [Signature Page Follows]

                                       5
<PAGE>

         IN WITNESS WHEREOF, the Company has caused a duly authorized officer to
execute this Agreement,  and the Grantee has executed this Agreement,  effective
as of the Date of Grant.


THE COMPANY:                           GRANTEE:

DYADIC INTERNATIONAL, INC.


By: /s/ Mark A. Emalfarb               Accepted:  /s/ Wayne Moor
   --------------------------                   --------------------------
    President                                     Wayne Moor


                                       6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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